UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,June 30, 2011

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission File No. 000-17106

LKA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

3724 47^th Street Ct. N.W.

Gig Harbor, Washington 98335

(Address of Principal Executive Offices)

(253) 851-7486

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ][X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [  ]      Accelerated filer [  ]       Non-accelerated filer [  ]      Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: May 9,August 12, 2011 – 15,525,60315,438,356 shares of common stock.

PART I

Item 1.  Financial Statements

The Financial Statements of LKA International, Inc., a Delaware corporation (the “Registrant,” the Registrant“Company” or “LKA”) required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

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LKA INTERNATIONAL, INC.

Consolidated Balance Sheets

(Unaudited)

ASSETS

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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LKA INTERNATIONAL, INC.

Consolidated Balance Sheets (Continued)

(Unaudited)

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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LKA INTERNATIONAL, INC.

Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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LKA INTERNATIONAL, INC.

Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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LKA INTERNATIONAL, INC.

Notes to the Consolidated Unaudited Financial Statements

March 31,June 30, 2011

NOTE 1 -

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

LKA International, Inc. (“LKA” or the “Company”) is currently engaged in efforts to expand mine production and continues to seek additional investment opportunities.

The accompanying unaudited condensed consolidated financial statements have been prepared by LKA pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with LKA’s most recent audited financial statements.  Operating results for the threesix months ended March 31,June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.  

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2 -

RELATED PARTY TRANSACTIONS

Related Party Debt

Cognitive Associates Limited Partnership

LKA owes Cognitive Associates Limited Partnership $56,828 in unpaid principal from a note dated December 31, 1986.  The note is unsecured, due upon demand, and accrues interest at 10% per annum.  No payments have been made during the three months ended March 31,June 30, 2011.  Accrued interest related to this note totaled $72,075$73,496 and $70,654 as of March 31,June 30, 2011 and December 31, 2010, respectively.

LKA owes Cognitive Intelligence Limited Partnership $5,975 in unpaid principal from a note dated October 1, 1987.  The note is unsecured, due upon demand, and accrues interest at 10% per annum.  No payments have been made during the three months ended March 31,June 30, 2011.  Accrued interest related to this note totaled $9,245$9,394 and $9,096 as of March 31,June 30, 2011 and December 31, 2010, respectively.

PanAmerican Capital Group

On July 2, 2009, LKA issued a promissory note (the Note) to PanAmerican Capital Group, Inc. (PanAmerican), a related party company, in exchange for cash of $545,090.  The Note accrues interest at 10% per annum, is secured by a first charge over LKA mining property and claims in Hinsdale County, Colorado and is due in five installments, the first due the first business day of January 2010, with the remaining four due in three months intervals through January 2011.  The amount of the payments are to be determined as the higher of either (i) the value of 140 ounces of gold as determined by the closing spot price on the Commodity  Exchange, Inc. (COMEX) on the business day immediately preceding the installment due date, or (ii) one-fifth (1/5) of the total principal amount, together with accrued interest thereon.

During January 2010, LKA made a partial payment of $92,064 on the Note, of which $16,644 was applied against the derivative liability, $27,778 was applied against accrued interest and $47,642 was applied to principal.  

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LKA INTERNATIONAL, INC.

Notes to the Consolidated Unaudited Financial Statements

March 31,June 30, 2011

NOTE 2 -

RELATED PARTY TRANSACTIONS (CONTINUED)

PanAmerican Capital Group (Continued)

Due to delays in mine production, PanAmerica agreed to allow LKA to defer a portion of the first installment payment due January 4, 2010. The second installment payment due April 5, 2010 and third installment due on July 5, 2010, were also deferred until August 15, 2010. In consideration for these payment deferrals LKA agreed to make certain additional interest payments and to provide additional collateral/security on any unpaid balances due as of August 15, 2010. LKA and PanAmerican entered into a Waiver Agreement on June 10, 2010 whereby PanAmerican waived its Enforcement Rights with respect to the delinquent payments on the Note in consideration for the following:

(a)

LKA must pay all amounts payable in respect of the installment payments otherwise due under the Note on January 4, 2010, April 5, 2010 and July 5, 2010 to PanAmerican on or before August 15, 2010;

(b)  on or before August 15, 2010, LKA must pay to PanAmerican, in addition to the amounts otherwise payable under subsection (a) above, an amount equal to 2% per month of any unpaid installment payments, calculated with respect to any such unpaid installment payment, from the date such installment payment was otherwise due; and

(c)  (i) LKA must issue to PanAmerican one unregistered and restricted share of LKA common stock for each dollar of unpaid installment payments otherwise due as of the date of the Waiver Agreement; and (ii) on July 5, 2010, issue to the PanAmerican one unregistered and restricted share of LKA common stock for each dollar of the installment payment otherwise due as of July 5, 2010.  The shares are to be held by PanAmerican as security and are to be surrendered to LKA for cancellation upon satisfaction of the Borrower of the obligations set forth in (a) and (b) above. In circumstances where such obligations are not satisfied the Holder shall be entitled to retain such Shares as beneficial owner thereof provided that such retention shall not otherwise relieve the Borrower from its obligations under the Note or the Waiver Agreement.

As a result of LKA’s failure to pay the required installment payment on August 15, 2010, 220,453 and 169,652 shares of LKA common stock were surrendered to PanAmerican with a fair value of $358,897.  The fair value of these shares was recorded as debt default expense for the year ended December 31, 2010.   

LKA failed to make the required final note installment payment due January 4, 2011.  To-date, PanAmerican has not made any demands on the past due installments and LKA continues to pursue a resolution with the debt holder. As a result of the Waiver Agreement and payment defaults, LKA has reclassified a total of $268,873 in accrued derivative liability related to the past due Note payments to the remaining original $497,448 note principal and has accrued $120,540 in interest payable, at a rate of 2% per month, for the period from the dates of note defaults through March 31,June 30, 2011.  Total accrued interest on the Waiver Agreement and past due note balance was $120,540$166,519 and $74,560 at March 31,June 30, 2011 and December 31, 2010, respectively.  Interest expense on the Note totaled $45,980$91,959 for the threesix months ended March 31,June 30, 2011.

Other Related Party Transactions

LKA pays a company owned by an officer and shareholder $1,500 per month for office rent and expenses.  The affiliated Company, (Abraham & Co., Inc. a FINRA member and registered investment advisor) also executes LKA’s securities transactions and manages its investment portfolio.  LKA owed Abraham & Co. $18,000$22,500 and $13,500 in past due amounts as of March 31,June 30, 2011 and December 31, 2010, respectively.

As of March 31,June 30, 2011 and December 31, 2010, LKA owes an officer and shareholder $25,878$28,976 and $747, respectively, for expenses paid on behalf of LKA.

LKA INTERNATIONAL, INC.

Notes to the Consolidated Unaudited Financial Statements

March 31,June 30, 2011

NOTE 3 -

SIGNIFICANT EVENTS

Precious Metals Sales

During March 2011, LKA delivered a total of 110.1 dry short tons of precious metals ore valued at $136,736.

During May 2011, LKA delivered a total of approximately 110.112.4 dry short tons of precious metals ore for a net value of $46,150.  

During June 2011, LKA delivered a total of approximately 88.0 dry short tons of precious metals ore for processing estimated at a value of $136,736.$143,831.  LKA received a provisional advanced payment on the delivery of $63,036$39,225 in AprilJune 2011 and estimates and additional $73,700$104,606 upon final settlement of the ore processing in MaySeptember 2011.

Common Stock

During February 2011, LKA entered into a consulting agreement for investor and public relations services. As a result of this agreement, LKA issued 50,000 shares of its fully vested common stock.  LKA recorded $37,500 in consulting expense, or $0.75 per share.

During March 2010, LKA issued 20,000 share of its common stock to a consultant for services rendered.  LKA recorded $13,600 in consulting expense, or $0.68 per share.

Derivative Liability

As a result of the repayment terms of the Note with PanAmerican Capital Group, Inc. (see Note 2) being indexed to the closing spot price of gold on COMEX at each repayment date, the Note is considered to be a hybrid debt instrument with an embedded derivative liability.  Accordingly, the embedded derivative liability was required to be bifurcated from the debt host agreement and recorded as a liability at its fair value as of the consolidated balance sheet dates.  The changes in fair value of the liability have been recorded as current period gains or losses in the consolidated statement of operations.

The fair market value of the embedded derivative liability was determined by applying quoted market prices of gold futures on the COMEX market for instruments that settle on or near the related debt payments, multiplying the quoted prices by the underlying number of troy ounces of gold at each repayment date and subtracting the otherwise required cash payment of the underlying note.  

During the three months ending March 31, 2011, LKA failed to make the final required payment on the derivative liability at January 4, 2011 and reclassified the remaining $84,283 balance of the liability and related accrued interest to a related party note payable (see Note 2).  

NOTE 4 -

GOING CONCERN

LKA's consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, LKA has recently accumulated significant losses and has negative working capital.  All of these items raise substantial doubt about its ability to continue as a going concern.  Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the LKA's ability to continue as a going concern are as follows:

LKA is currently engaged in an intensive exploration program at the Golden Wonder mine with the objective of returning the mine to a producing status. The exploration program, which began in November, 2008, has involved extensive sampling/assaying for the purpose of identifying possible new production zones within the mine. During this evaluation period, sampling and analysis of exposed veins yielded encouraging results and some precious metals revenues. While encouraging, no conclusion can be drawn at this time about the commercial viability of the mine and LKA continues to pursue potential third party operator or lease agreements for the property.

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LKA INTERNATIONAL, INC.

Notes to the Consolidated Unaudited Financial Statements

March 31, 2011

NOTE 4 -

GOING CONCERN (CONTINUED)

In order to support continued operation of the mine, LKA entered into several financing transactions during the year ended December 31, 2010 and plans on raising additional funding during 2011 to support the continued exploration and development of the Golden Wonder mine.  If LKA is not successful in the resumption of mine operations which produce positive cash flows from operations, LKA may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.  

There can be no assurance that LKA will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan.  The ability of LKA to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 5 -

SUBSEQUENT EVENTS

During April 2011, LKA issued a consultant 50,000 shares of its common stock for services rendered and recognized $28,000 in expense, or $0.56 per share.

During April 2011, LKA issued a consultant 15,000 shares of its common stock for services rendered and recognized $4,650 in expense, or $0.31 per share.

Common Stock Warrants

During April 2011, LKA entered into an interim consulting agreement with Francois Veins to act as a special advisor to the LKA board of directors, with the election of being appointed to a position on the LKA board in the future.  As part of the consulting agreement, Mr. Veins is to be paid consulting fees for any work done on projects pre-approved by the LKA board of directors.  An initial incentive compensation for his services, LKA agreed to issues Mr. Veins warrants to purchase up to 500,000 shares of LKA stock in three tranches on a three-year vesting schedule as follows:

Warrant I for 200,000 shares exercisable at $0.80 per share, to be issued as of May 1, 2011.

Warrant II for 150,0000 shares exercisable at $1.20 per share, to be issued one year later, or May 1, 2012.

Warrant III for 150,0000 shares exercisable at $1.80 per share, to be issued one year later, or May 1, 2013.

Each warrant will have a term of two and one-half years.  In the event the shares underlying the warrants, and the closing price of the common stock of the Company has been $3.00 per share or higher for 10 trading days within a 30 day trading period subject to minimum trading volumes, LKA shall be able to redeem the

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LKA INTERNATIONAL, INC.

Notes to the Consolidated Unaudited Financial Statements

June 30, 2011

NOTE 3 -

SIGNIFICANT EVENTS (CONTINUED)

Common Stock Warrants (Continued)

Warrants at $0.001 per warrant. Such redemption notification shall be provided to warrant holders 20 days prior to redemption upon which Investors may exercise warrants.  

                        In accordance with the interim consulting agreement discussed above, on May 1, 2011, LKA granted 200,000

                       warrants to acquire shares of common stock at any time at an exercise price of $0.80 per share for a period of 

                       two and one half years.  The fair market value of the warrants was estimated at $107,812, or $0.54 per share,

                       using the Black-Scholes option pricing model under the following assumptions:

                                                   Risk free interest rate                                                  0.69%

                                                   Expected volatility                                                     164.9%

                                                   Dividend yields                                                           0.00%

                                                   Expected life                                                            2.5 years

                                                   Expected forfeitures                                                    0.00%

10Derivative Liability

As a result of the repayment terms of the Note with PanAmerican Capital Group, Inc. (see Note 2) being indexed to the closing spot price of gold on COMEX at each repayment date, the Note is considered to be a hybrid debt instrument with an embedded derivative liability.  Accordingly, the embedded derivative liability was required to be bifurcated from the debt host agreement and recorded as a liability at its fair value as of the consolidated balance sheet dates.  The changes in fair value of the liability have been recorded as current period gains or losses in the consolidated statement of operations.

The fair market value of the embedded derivative liability was determined by applying quoted market prices of gold futures on the COMEX market for instruments that settle on or near the related debt payments, multiplying the quoted prices by the underlying number of troy ounces of gold at each repayment date and subtracting the otherwise required cash payment of the underlying note.  

During the six months ending June 30, 2011, LKA failed to make the final required payment on the derivative liability at January 4, 2011 and reclassified the remaining $84,283 balance of the liability and related accrued interest to a related party note payable (see Note 2).  

Notes Payable

During December 2010, LKA issued a convertible note payable for cash of $150,000.  The convertible note accrued interest at 5% and commission expense at 7% of the cash balance provided through the due date of June 1, 2011 and  is convertible upon the consummation of a sale of equity securities of the Company for cash in an equity financing at a conversion price equal to the price per share paid by the investors in such financing.  During June 2011, the convertible note payable became past due and pursuant to the terms of the note, the to-date interest and commission  expense of $18,000 as of June  1, 2011 was reclassified to note principle and the total then began to accrue interest at 15% per annum.   Accrued interest on the convertible note totaled $2,002 and $2,466 at June 30, 2011 and December 31, 2010, respectively.

During December 2010, LKA issued a convertible note payable for cash of $50,000.  The convertible note accrued interest at 5% and commission expense at 7% of the cash balance provided through the due date of June 1, 2011 and is convertible upon the consummation of a sale of equity securities of the Company for cash in an equity financing at a conversion price equal to the price per share paid by the investors in such financing.  During June 2011, the convertible note payable became past due and pursuant to the terms of the note, the to-date interest and commission  expense of $6,000 as of June  1, 2011 was reclassified to note principle and the total then began to accrue interest at 15% per annum.   Accrued interest on the convertible note totaled $667 and $822 at June 30, 2011 and December 31, 2010, respectively. Debt offering costs of $24,163 were recognized during the six months ending June 30, 2011.

NOTE 4 -

GOING CONCERN

LKA's consolidated financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, LKA has recently accumulated significant losses and has negative working capital.  All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the LKA's ability to continue as a going concern are as follows:

LKA INTERNATIONAL, INC.

Notes to the Consolidated Unaudited Financial Statements

June 30, 2011

NOTE 4 -

GOING CONCERN (CONTINUED)

LKA is currently engaged in an intensive exploration program at the Golden Wonder mine with the objective of returning the mine to a producing status. The exploration program, which began in November, 2008, has involved extensive sampling/assaying for the purpose of identifying possible new production zones within the mine. During this evaluation period, sampling and analysis of exposed veins yielded encouraging results and some precious metals revenues. While encouraging, no conclusion can be drawn at this time about the commercial viability of the mine and LKA continues to pursue potential third party operator or lease agreements for the property.

In order to support continued operation of the mine, LKA entered into several financing transactions during the year ended December 31, 2010 and plans on raising additional funding during 2011 to support the continued exploration and development of the Golden Wonder mine.  If LKA is not successful in the resumption of mine operations which produce positive cash flows from operations, LKA may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business.  

There can be no assurance that LKA will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan.  The ability of LKA to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, international gold prices, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Results of Operations

For The Three Months Ended March 31,June 30, 2011 Compared to The Three Months Ended March 31,June 30, 2010.

During the quarterly period ended March 31,June 30, 2011, we received $136,736$150,786 from gold ore sales vs. $96,133$129,520 in the year ago period ended March 31,June 30, 2010. This reductionincrease in gold (ore) sales during the prior-year period was due to the Company’s shift in emphasis, at that time,from a focus on underground drilling and reduced mining activity.activity in the year-ago period to a re-emphasis on mining activity in the 2011 period.  Currently, mining (exploratory) and related operations have resumed to normal and expected levels.

Operating expenses increased substantially from $183,102$131,581 in the quarterly period ended March 31,June 30, 2010, to $356,079$417,910 in the current quarter.  This increase was mainly due to a $103,090$146,707 increase in exploration, development and related costs for the Golden Wonder Mine as wells as a $58,718$159,278 increase in management advisoryprofessional fees  mainly as a result of granting common stock for services valued at $51,100.$32,650 and common stock warrants for services valued at $107,812.  Exploration, development and related costs increased to $175,179$174,568 in the quarter ended March 31,June 30, 2011, from $72,089$27,861 in the year-ago quarter.  Professional fees increased substantially to $85,262$169,957 in the three months ended March 31,June 30, 2011, compared to $23,192$10,679 in the 2010 period. General and administrative expenses decreased slightly to $46,587$30,396 from $50,321$43,148 in the quarterly periods ended 2011 and 2010, respectively.  Royalty expenses increaseddecreased from $0$12,393 in the quarterly period ended March 31,June 30, 2010, to $11,551$5,489 in the quarterly period ended March 31,June 30, 2011.  Officer salaries and bonus remained $37,500 in both of these three month periods.  We realized an operating loss of $219,343$267,124 during the quarter ended March 31,June 30, 2011, as compared to operating loss of $86,969$2,061 in the comparable period in 2010.

We had a $33,464$31,620 loss on the booking of the derivative liability associated with the Pan America Note in the three months ended March 31,June 30, 2010 compared to $0 in the three months ended March 31,June 30, 2011.  Interest expense totaled $60,681$83,825 and $0$40,366 in the quarterly periods ended March 31,June 30, 2011, and 2010, respectively.  Interest income was $0 in the three months ended March 31,June 30, 2011, and $27$0 in the three months ended March 31,June 30, 2010.  We had $4$8 in unrealized loss on securities in the quarter ended March 31,June 30, 2010, compared to $0 in the quarter ended March 31,June 30, 2011.

Net loss totaled $280,024,$350,949, or $0.02 per share, in the three months ended March 31,June 30, 2011, compared to $143,731,$74,055, or $0.01$0.00 per share, in the three months ended March 31,June 30, 2010.

For The Six Months Ended June 30, 2011 Compared to The Six Months Ended June 30, 2010.

During the six months ended June 30, 2011, we received $287,522 from gold ore sales vs. $225,653 in the year ago period ended June 30, 2010. As with the quarter-over-quarter increase, this increase in sales during the six-month period was due to the Company’s shift in emphasis, from underground drilling and reduced mining activity, to a resumption of larger scale,

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albeit exploratory, mining operations. Currently, mining (exploratory) and related operations have resumed to normal and expected levels.  Ore reserves required for commercial levels of production have yet to be established.

Operating expenses increased substantially from $314,683 in the six months ended June 30, 2010, to $733,989 in the current six month period.  This increase was mainly due to a $249,797 increase in exploration, development and related costs for the Golden Wonder Mine as well as a $221,348 increase in professional fees mainly as a result of granting common stock for services valued at $83,750 and common stock warrants for services valued at $107,812.  Exploration, development and related costs increased to $349,747 in the six months ended June 30, 2011, from $99,950 in the year-ago period.  Professional fees increased substantially to $255,219 in the six months ended June 30, 2011, compared to $33,871 in the 2010 period. General and administrative expenses decreased to $76,983 from $93,469 in the six months ended 2011 and 2010, respectively. Royalty expenses increased from $12,393 in the six months ended June 30, 2010, to $17,040 in the six months ended June 30, 2011.  Officer salaries and bonus remained $75,000 in both of these six month periods.  We realized an operating loss of $486,467 during the six months ended June 30, 2011, as compared to operating loss of $89,030 in the comparable period in 2010.

We incurred a $65,084 loss on the booking of the derivative liability associated with the Pan America Note in the six months ended June 30, 2010, compared to $0 in the six months ended June 30, 2011.  Interest expense totaled $144,506 and $63,687 in the six months ended June 30, 2011, and 2010, respectively.  Interest income was $0 in the six months ended June 30, 2011, and $27 in the six months ended June 30, 2010.  We had $12 in unrealized loss on securities in the six months ended June 30, 2010, compared to $0 in the six months ended June 30, 2011.

Net loss totaled $630,937, or $0.04 per share, in the six months ended June 30, 2011, compared to $217,786, or $0.01 per share, in the six months ended June 30, 2010.

Liquidity

Current assets at March 31,June 30, 2011, totaled $145,345.$111,662.  As of that date, we had $1,236$3,452 in cash, as compared to $20,084 at December 31, 2010.

During the threesix months ended March 31,June 30, 2011, our operating activities used net cash of $18,848.$16,632.  In the comparable 2010

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period, by contrast, operating activities used net cash of $139,610.$145,292.  Investing activities had no effect on our cash flows in the threesix months ended March 31,June 30, 2011, or the threesix months ended March 31,June 30, 2010.  Cash used by financing activities totaled $0 in the threesix months ended March 31,June 30, 2011, with $203,896$64,286 used by financing activities during the threesix months ended March 31,June 30, 2010.

At March 31,June 30, 2011, the Company had a working capital deficit of $1,519,460,$1,735,423, as compared to working capital deficit of $1,304,136 at December 31, 2010.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31,June 30, 2011, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded,

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processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During FebruaryOn April 28, 2011, LKA entered into a consulting agreement for investor and public relations services. As a result of this agreement, LKA issued to Michael J. Hess 50,000 shares of its fully vested common stock.  LKA recorded $37,500stock for accounting services rendered and recognized $28,000 in consulting expense, or $0.75$0.56 per share.

During March 2010,April 2011, LKA issued 20,000 sharea consultant 15,000 shares of its common stock to a consultant for services rendered.  LKA recorded $13,600rendered and recognized $4,650 in consulting expense, or $0.68$0.31 per share.

On April 20, 2011, the Company’s Board of Directors resolved to grant to Francois Viens warrants to purchase a total of 500,000 shares of common stock on the following vesting schedule:

Warrant I for 200,000 shares exercisable at $0.80 per share, vested as of May 1, 2011;

Warrant II for 150,000 shares exercisable at $1.20 per share, to vest as of May 1, 2012;

Warrant III for 150,000 shares exercisable at $1.80 per share, to vest as of May 1, 2013.

Each warrant will be exercisable for a period of 2-1/2 years from its vesting date.  The warrants were granted as incentive compensation for the performance of Mr. Viens’ services as a special advisor to the Company’s Board of Directors.

Item 3. Defaults Upon Senior Securities.

LKA failed to make the required final note installment payment due to PanAmerican Capital Group, Inc., on January 4, 2011.  To-date, PanAmerican has not made any demands on the past due installments and LKA continues to pursue a resolution with the debt holder. As a result of the Waiver Agreement executed with PanAmerican on June 10, 2010, and payment defaults, LKA has reclassified a total of $268,873 in accrued derivative liability related to the past due Note payments to the remaining original $497,448 note principal and has accrued $120,540 in interest payable, at a rate of 2% per month, for the period from the dates of note defaults through March 31,June 30, 2011.  Total accrued interest on the Waiver Agreement and past due note balance was $120,540$166,519 and $74,560 at March 31,June 30, 2011 and December 31, 2010, respectively.  Interest expense on the Note totaled $45,980$91,959 for the threesix months ended March 31,June 30, 2011.

On June 18, 2011, the Company received formal written notice from C.K. Cooper & Company, Inc., that C.K. Cooper considered the  Company’s convertible promissory notes in the principal amounts of $56,000 and $186,000 to be in default. On June 23, 2011, the Company filed a Current Report on Form 8-K with respect to this matter.

Item 4. (Removed and Reserved).

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Item 5. Other Information.

During Aprilthe quarterly period ended June 30, 2011, LKA issued a consultant 50,000 shares of its common stock for services rendered and recognized $28,000 in expense, or $0.56 per share.

During April 2011, LKA issued a consultant 15,000 shares of its common stock for services rendered and recognized $4,650 in expense, or $0.31 per share.

During April 2011, LKA entered into an interim consulting agreement with Francois Veins to act as a special advisorthere were no material changes to the LKA boardprocedures by which security holders may recommend nominees to the Registrant’s Board of directors, with the election of being appointed to a position on the LKA board in the future.  As part of the consulting agreement, Mr. Veins is to be paid consulting fees for any work done on projects pre-approved by the LKA board of directors.  An initial incentive compensation for his services, LKA agreed to issues Mr. Veins warrants to purchase up to 500,000 shares of LKA stock in three tranches on a three-year vesting schedule as follows:Directors.

Warrant I for 200,000 shares exercisable at $0.80 per share, to be issued as of May 1, 2011.

Warrant II for 150,0000 shares exercisable at $1.20 per share, to be issued one year later, or May 1, 2012.

Warrant III for 150,0000 shares exercisable at $1.80 per share, to be issued one year later, or May 1, 2013.

Each warrant will have a term of two and one-half years.  In the event the shares underlying the warrants, and the closing price of the common stock of the Company has been $3.00 per share or higher for 10 trading days within a 30 day trading period subject to minimum trading volumes, LKA shall be able to redeem the Warrants at $0.001 per warrant. Such redemption notification shall be provided to warrant holders 20 days prior to redemption upon which Investors may exercise warrants.  

Item 6. Exhibits.

Exhibit No.                         Identification of Exhibit

13*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

LKA INTERNATIONAL, INC.

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